FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wardlow Graham
  2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [LXFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
LUXFER HOLDINGS PLC, LUMNS LANE
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024
(Street)

MANCHESTER, X0 M27 8LN
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 06/10/2024   M   1,285 A (1) 31,979 D  
Ordinary Shares 06/10/2024   M   199 A (1) 32,178 D  
Ordinary Shares 06/10/2024   M   2,315 A (1) 34,493 D  
Ordinary Shares 06/10/2024   M   800 A (1) 35,293 D  
Ordinary Shares 06/10/2024   M   87 A (1) 35,380 D  
Ordinary Shares 06/10/2024   M   1,280 A (1) 36,660 D  
Ordinary Shares 06/10/2024   M   1,000 A (1) 37,660 D  
Ordinary Shares 06/10/2024   M   83 A (1) 37,743 D  
Ordinary Shares 06/10/2024   M   1,150 A (1) 38,893 D  
Ordinary Shares 06/10/2024   M   55 A (1) 38,948 D  
Ordinary Shares 06/10/2024   F   4,172 D $ 11.55 34,776 D  
Ordinary Shares               7,520 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) (1) 06/10/2024   M     1,285   (2) 03/13/2026 Ordinary Shares 1,285 (1) 0 D  
Dividend Equivalent Rights (3) 06/10/2024   M     199   (3) 03/13/2026 Ordinary Shares 199 (3) 0 D  
Stock Options (Right to Buy) (1) 06/10/2024   M     2,315   (4) 03/13/2026 Ordinary Shares 2,315 (1) 0 D  
Stock Options (Right to Buy) (1) 06/10/2024   M     800   (5) 03/15/2027 Ordinary Shares 800 (1) 800 D  
Dividend Equivalent Rights (3) 06/10/2024   M     87   (3) 03/15/2027 Ordinary Shares 87 (3) 92 D  
Stock Options (Right to Buy) (1) 06/10/2024   M     1,280   (6) 03/15/2027 Ordinary Shares 1,280 (1) 1,280 D  
Stock Options (Right to Buy) (1) 06/10/2024   M     1,000   (7) 03/14/2028 Ordinary Shares 1,000 (1) 2,000 D  
Dividend Equivalent Rights (3) 06/10/2024   M     83   (3) 03/14/2028 Ordinary Shares 83 (3) 254 D  
Stock Options (Right to Buy) (1) 06/10/2024   M     1,150   (8) 03/20/2029 Ordinary Shares 1,150 (1) 3,450 D  
Dividend Equivalent Rights (3) 06/10/2024   M     55   (3) 03/20/2029 Ordinary Shares 55 (3) 172 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wardlow Graham
LUXFER HOLDINGS PLC
LUMNS LANE
MANCHESTER, X0 M27 8LN
      See Remarks  

Signatures

 /s/ Megan E. Glise under Power of Attorney for Graham Wardlow   06/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
(2) Represents the exercise of time-based Stock Options awarded on March 13, 2020. The subject Stock Options fully vested and were exercisable as of March 13, 2024. The time-based Stock Options are fully vested and exercised.
(3) Represents dividend equivalent rights accrued on employee Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each dividend equivalent right is the economic equivalent of one Ordinary Share. The subject dividend equivalent rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
(4) Represents the exercise of performance-based Stock Options (at 50% target) awarded on March 13, 2020. One-half of the performance-based Stock Options vested and became exercisable on March 13, 2023 upon achievement of relative Total Shareholder Return (TSR) goals for the performance period ended December 31, 2022, and the remaining balance vested on March 13, 2024. The performance-based Stock Options are fully vested and exercised.
(5) Represents the exercise of time-based Stock Options awarded on March 15, 2021. The subject Stock Options vested and were exercisable as of March 15, 2024. The remaining Stock Options vest and become exercisable on March 15, 2025.
(6) Represents the exercise of performance-based Stock Options (at 200% target) awarded on March 15, 2021. One-third of the performance-based Stock Options vested and became exercisable on March 15, 2023 upon the achievement of an adjusted diluted EPS performance measure for the performance period ended December 31, 2021. A further one-third of the performance-based Stock Options vested on March 15, 2024, and the remaining balance will vest and become exercisable on March 15, 2025.
(7) Represents the exercise of time-based Stock Options awarded on March 14, 2022. The subject Stock Options vested and were exercisable as of March 14, 2024. The remaining Stock Options vest and become exercisable in two equal annual installments on March 14, 2025 and March 14, 2026.
(8) Represents the exercise of time-based Stock Options awarded on March 20, 2023. The subject Stock Options vested and were exercisable as of March 20, 2024. The remaining Stock Options vest in three equal annual installments beginning on March 20, 2025.
 
Remarks:
Managing Director, Luxfer MEL Technologies

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